UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



FORM 10-Q/A



| | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------



For the quarterly period ended: March 31,
2020

or

| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from ______to______.



| |  | XG SCIENCES, INC.                                    |  | 
| |  | ---------------------------------------------------- |  | 
| |  | (Exact name of registrant asspecified in itscharter) |  | 



|Michigan                                                      |  | 333-209131            |  | 20-4998896                         
|------------------------------------------------------------- |  | --------------------- |  | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (Commission File No.) |  | (I.R.S. Employer IdentificationNo.)



3101 Grand Oak Drive

Lansing, MI 48911



(Address of principal executive offices) (zip
code)



(517) 703-1110

(Issuer Telephone number)



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No  ̈



Indicate by check mark whether the registrant
has submitted electronically, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes ☒ No  ̈



Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller

reporting company,” and "emerging growth company"
in Rule 12b-2 of the Exchange Act.



|Large accelerated filer |  ̈ | Accelerated filer         |  ̈
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   | þ | Smaller reporting company | þ
|                        |   | Emerging growth company   | þ





If an emerging growth company, indicate by
checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. þ



Indicate by check mark whether the registrant
is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐
No ☒



Securities registered pursuant to Section 12(b) of the Act: N/A



As of July 10, 2020, there were [3,949,443] shares of the registrant’s
common stock outstanding.













EXPLANATORY
NOTE



XG Sciences, Inc.,
a Michigan corporation (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual
Report on Form 10-Q for the quarter ended March 31, 2020 (the “Original 10-Q”), as originally filed with the Securities
and Exchange Commission (the “SEC”) on June 17, 2020, solely to disclose that the Company had filed the Original 10-Q
after the May 14, 2020 deadline applicable to the Company for the filing of a Form 10-Q in reliance on the 45-day extension provided
by an order issued by the SEC pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(Release No. 34-88465 dated March 25, 2020) (the “Order”).



On April 23, 2020,
the Company filed a Current Report on Form 8-K to indicate its intention to rely on the Order for such extension. Consistent with
the Company’s statements made in the Form 8-K, the Company was unable to file the Original 10-Q prior to the prescribed May
14, 2020 filing date because the Company’s operations have been impacted by the novel coronavirus disease 2019 ( “COVID-19”).
Because of the COVID-19 global pandemic impacting both the Company’s operations and that of its customers, management was
required to devote additional time and resources to steps to ensure that the Company was able to fund its operations. At the time
the , the Company was engaged in restructuring its organization by reducing headcount by 45%, by furloughing substantially all
manufacturing employees and by implementing temporary salary reductions ranging from 15-20%, and in seeking additional financing
to support continuing operations. The reduction in staffing had an impact on the Company’s business and its ability to timely
file its annual report for the year ended December 31, 2020 (the “10-K”), and in similarly to file the Original 10-Q
for the quarter ended March 31, 2020. The Company was engaged in finalizing the 10-K immediately prior to May 14, 2020, and subsequently
filed the Original 10-Q on June 17, 2020.



In accordance with
Rule 12b-15 under the Exchange Act, the Company is including in this Amendment certifications from its principal executive officer
and principal financial officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits to this Amendment.
Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure
with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly,
we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being
filed with this Amendment.



Except as described
above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original 10-Q. Furthermore, this
Amendment does not change any previously reported financial results nor does it reflect events occurring after the filing of the
Original 10-Q. This Amendment should be read in conjunction with the Original 10-Q and with the Company’s other filings made
with the SEC subsequent to the filing of the Original 10-Q.



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ITEM 6. EXHIBITS.



|EXHIBITNUMBER |  | DESCRIPTION                                                                                             |  | LOCATION      
|------------- |  | ------------------------------------------------------------------------------------------------------- |  | --------------
|              |  |                                                                                                         |  |               
|31.1          |  | Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | Filed herewith
|31.2          |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  |  | Filed herewith













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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Dated:  July 15, 2020 | By:    |  | /s/ Philip L. Rose     
|--------------------- | ------ |  | -----------------------
|                      | Name:  |  | Philip L. Rose         
|                      | Title: |  | Chief Executive Officer
|                      |        |  |                        
|Dated:  July 15, 2020 | By:    |  | /s/ Jacqueline M. Lemke
|                      | Name:  |  | Jacqueline M. Lemke    
|                      | Title: |  | Chief Financial Officer





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